Integrated Thermoplastics Ltd.
|BSE: 530921||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE038N01015|
|BSE 00:00 | 09 Dec||Integrated Thermoplastics Ltd|
|NSE 05:30 | 01 Jan||Integrated Thermoplastics Ltd|
|BSE: 530921||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE038N01015|
|BSE 00:00 | 09 Dec||Integrated Thermoplastics Ltd|
|NSE 05:30 | 01 Jan||Integrated Thermoplastics Ltd|
To The Members of INTEGRATED THERMOPLASTICS LIMITED
We hereby present the 25th Annual Report and the Audited FinancialStatements for the financial year ended 31st March 2019.
REVIEW OF OPERATIONS:
During the year under review the company has made revenue of Rs. 734844160/- fromoperations and Rs. 1245339/- from other Income aggregating to Rs. 736089499/- andposted a net loss of Rs. 128304597/- for the financial year 2018-19.
MANAGMENT DISCUSSION AND ANALYSIS:
INDUSTRY STRUCTURE AND DEVELOPMENTS:
Industry has been comfortable in the past few years and has been able to enlarge itsareas of supplies to priority sector like rural water supply schemes and housing taken upby different state governments and local authorities.
OPPORTUNITIES AND THREATS:
The company has been able to establish itself in the PVC market in south India. Thecompany is making every effort to work closely with the major players in the domesticindustry to realize better sales. The company sees a demand for its products in the yearsto come.
SEGMENT WISE OR PRODUCT WISE PERFORMANCE:
Since the company does not operate in different sectors the segment wise performanceof the financials is not applicable.
The outlook for the company's products appears to be better.
RISKS AND CONCERNS:
There is stiff competition for the company's products in the market. However byimplementing cost control methods your company is confident of overcoming the possiblerisks and concerns.
MATERIALDEVELOPMENTSIN HUMAN RESOURCES/INDUSTRIALRELATIONSFRONT INCLUDING NUMBER OFPEOPLE EMPLOYED:
No new employees have been employed during the year under review. The company has notmade significant development in human resources.
As the company incurred loss during the financial year 2018-19 your Board of directorshas not recommended any dividend.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
As per the provisions of section 152 of the Companies Act 2013 Mrs. Aravinda RaniVemuri who retires by rotation at the ensuing Annual General Meeting and being eligibleoffers herself for re-appointment. The board recommends her re-appointment.
As per the provisions of sections 149 150 and 152 read with Schedule IV and otherapplicable provisions of the Companies Act 2013 and the rules made thereunder and alsopursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Mr. Sreenivasulureddy Angitapalli whose term as an IndependentDirector of the company expired on 31.03.2019 and being eligible offers himself forre-appointment as an Independent Director of the company and was re-appointed by the boardof directors in their meeting held on 14.02.2019 subject to the approval of the membersfor further period of five consecutive years. The board recommends his appointment.
During the year under review Mr. Suresh Kumar Shastry Vemuri was re-appointed as WholeTime Director of the company for further period of five years w.e.f. 13.08.2018 withoutremuneration not liable by rotation.
During the year under review Mr. V. Venkata Rao was appointed as Chief FinancialOfficer of the company w.e.f. 28.05.2018.
During the year under review Mr. Venkata Lakshmi Reddy Sajjala Ms. Tulasi Sajjala andMs. Aruna Sajjala were appointed as Independent Directors of the company for a period offive years w.e.f. 28.05.2018.
Four (04) meetings of the Board of Directors were held during the financial year andthe details are given in paragraph 2 (d) of Corporate Governance report attached to thisAnnual Report.
COMPLIANCE OF SECRETARIAL STANDARDS:
During the period under review the company has complied with all the applicablesecretarial standards notified under section 118 (10) of the Companies Act 2013.
EXTRACT OFANNUAL RETURN:
Pursuant to section 92(3) of the Companies Act 2013 (the Act') and Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return inform MGT-9 is enclosed as Annexure-I. The copy of extract of annual return isavailable at www.integratedthermo.com.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not granted any loans or given any guarantees or made any investmentscovered under the provisions of section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS:
All transactions entered into with Related Parties as defined under the Companies Act2013 and regulation 23 of SEBI (LODR) Regulations 2015 during the financial year were inthe ordinary course of business and on an arm's length pricing basis. There were nomaterially significant transactions with related parties during the financial year whichwere in conflict with the interest of the Company. Suitable disclosure as required by theAccounting Standards has been made in the notes to the financial statements. The detailsof related party transactions for the financial year 2018-19 is enclosed as Annexure-II.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of section 135 of the Companies Act 2013 every company having net worth ofrupees five hundred crore or more or turnover of rupees one thousand crore or more or anet profit of rupees five crore or more during the immediately preceding financial yearshall constitute CSR Committee and formulate a Corporate Social Responsibility (CSR)Policy. Since the company does not fall under the said criteria during the immediatelypreceding financial year the provisions of section 135 of the Companies Act 2013Schedule VII and the rules made thereunder are not applicable to the company.
Accordingly a report on CSR activities as per rule 9 of the Companies (CorporateSocial Responsibility) Rules 2014 is not applicable.
CONSERVATION OFENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:
Details of Energy Conservation Research & Development Technology AbsorptionForeign Exchange Earnings and Outgo as required as per section 134(3)(m) of the CompaniesAct 2013 are given in Annexure - III to the Directors Report.
PARTICULARS OF EMPLOYEES:
The company has not employed any individual whose remuneration exceeds the limitsprescribed under the provisions of section 197 of the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
M/s. Deva & Co. Chartered Accountants Hyderabad have been appointed as statutoryauditors of company for a period of five years in the Annual General Meeting held for theF.Y. 2016-17. Accordingly they will continue as auditors of the company till theconclusion of the annual general meeting to be held in the year 2021. The Board hasrecommended the remuneration of auditors for the FY 2019-20 to the members at the ensuringannual general meeting.
Pursuant to section 138 of the Companies Act 2013 the Board in its meeting held on28.05.2018 has appointed M/s. Primespace Management Consulting LLP Hyderabad as InternalAuditors of the company for the financial year 2018-19.
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. SGP & Associates Company Secretaries a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the company and the Report on theSecretarial Audit for the financial year 2018-19 is enclosed herewith as AnnexureIV.
DETAILS OF FRAUDS REPORTED BY AUDITORS U/S 143:
The auditors have not reported any frauds pursuant to section 143 (12) of the CompaniesAct 2013. Hence the information to be provided pursuant to section 134 (3) (ca) of theCompanies Act 2013 may be treated as NIL.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Charter. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the company its compliance with operating systems accountingprocedures and policies of the company. Based on the report of internal audit functionprocess owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.
As a listed company necessary measures have been taken to comply with the Listingobligatory Disclosure Requirements (LODR Regulations) with the BSE Ltd Mumbai. A reporton Corporate Governance along with a certificate of compliance from the Auditors formspart of this Report as Annexure- V.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to section 134 (3) (d) of the Companies Act 2013 a statement shall be madeon declaration given by Independent Directors under section 149 (6) of the Companies Act2013 in the Board report.
The Board has received declarations from the Independent Directors as required undersection 149 (7) of the Companies Act 2013 stating the fulfillment of criteria mentionedin the Section 149(6) of the Companies Act 2013 and the rules made thereunder andrecorded the same in the board meeting held on 30.05.2019.
NOMINATION AND REMUNERATION POLICY CRITERIA FOR SELECTION AND REMUNERATION OFDIRECTORS KMP AND EMPLOYEES:
The Nomination and Remuneration Committee of the Board comprises of three IndependentNon-Executive Directors namely Mr. A. Sreenivasulu Reddy Mr. Venkata Lakshmi ReddySajjala and Ms. Tulasi Sajjala.
The key features of the Nomination and Remuneration Policy as framed by the Nominationand Remuneration Committee of the company are set out below:
Selection criteria for Directors:
The company shall consider the following aspects while appointing a person as aDirector on the Board of the company:
Skills and Experience: The candidate shall have appropriate skills and experiencein one or more fields of finance law management sales marketing administrationpublic administrative services research corporate governance technical operations orany other discipline related to the company's business.
Age Limit: The candidate should have completed the age of twenty-one (21) years andshould not have attained the age of seventy (70) years for appointment as ManagingDirector or Whole Time Director.
Conflict of Interest: The candidate should not hold Directorship in any competitorcompany and should not have any conflict of interest with the company.
Directorship: The number of companies in which the candidate holds Directorshipshould not exceed the number prescribed under the Act.
Independence: The candidate proposed to be appointed as Independent Directorshould not have any direct or indirect material pecuniary relationship with the companyand must satisfy the requirements imposed under the Act.
The policy provides that while appointing a Director to the Board due considerationwill be given to approvals of the Board and/or shareholders of the company in accordancewith the Act.
Remuneration for Directors KMP and other Employees
The policy provides that the remuneration to Directors KMP and other employees shallbe based on the following key principles:
Pay for performance: Remuneration of Executive Directors KMP and otheremployees is a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the company and its goal. Theremuneration of Non-Executive Directors shall be decided by the Board based on the profitsof the company and industry benchmarks.
Balanced rewards to create sustainable value: The level and composition ofremuneration is reasonable and sufficient to attract retain and motivate the Directorsand employees of the company and encourage behavior that is aligned to sustainable valuecreation.
Competitive compensation: Total target compensation and benefits are comparableto peer companies in the industry and commensurate to the qualifications and experience ofthe concerned individual.
Business Ethics: Strong governance processes and stringent risk managementpolicies are adhered to in order to safeguard our stakeholders' interest.
The Nomination and Remuneration Policy may be accessed on the Company's website at thelink: www.integratedthermo.com.
REPLIES TO THE QUALIFICATIONS OF THE AUDITORS UNDER 134 (3) (f):
The replies of Board of Directors to the qualification of Statutory & SecretarialAudit reports are given as Annexure VI to this report.
TRANSFER TO RESERVES :
During the financial year under review no amount has been transferred to the generalreserves.
MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OFTHE FINANCIAL YEAR AND THEDATE OF THE REPORTAFFECTING THE FINANCIAL POSITIONOF THE COMPANY:
There were no material changes from the end of the financial year till the date of thisreport affecting the financial position of the company.
DETAILS OF DEPOSITS UNDER CHAPTER V:
The company has not accepted deposits from the members/public falling within themeaning of section 73 and/or section 76 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rule 2014. Accordingly furnishing of the details of depositswhich are not in compliance with the requirements of Chapter V of the Companies Act 2013does not arise.
MAINTENANCE OF COST RECORDS:
The requirement of maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 is not applicable to theCompany. Accordingly the Company has not maintained such accounts and records for thefinancial year under review.
FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS:
Keeping in view the various provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015 dealing with powers duties and functions of the Board of the companyyour company has adopted criteria for evaluating the performance of its Board Committeesand other said criteria contemplates evaluation of Directors including IndependentDirectors applicable from the financial year 2018-19. The said criteria contemplatesevaluation of Directors based on their performance as directors apart from their specificrole as independent non-executive and executive directors as mentioned below:
a. Executive Directors being evaluated as Directors as mentioned above will also beevaluated on the basis of targets / Criteria given to Executive Directors by the Boardfrom time to time as well as per their terms of appointment.
b. Independent Directors being evaluated as a Director will also be evaluated onmeeting their obligations connected with their independence criteria as well as adherencewith the requirements of professional conduct roles functions and duties specificallyapplicable to Independent Directors as contained in Schedule IV to the Companies Act2013.
c. The criteria also specifies that the Board would evaluate each committeesperformance based on the mandate on which the committee has been constituted and thecontributions made by each member of the said committee in effective discharge of theresponsibilities of the said committee. The Board of Directors of your company has madeannual evaluation of its performance its committees and directors for the financial year2018-19 based on afore stated criteria.
The Enquiry Committee comprises three members namely Mr. A. Sreenivasulu Reddy(Chairman & Independent Director) Mr. Venkata Lakshmi Reddy Sajjala (IndependentDirector) and Mrs. Aravinda Rani Vemuri (Non- Independent Director).
The Audit Committee comprises of three members namely Mr. A. Sreenivasulu Reddy (Non-Executive Independent Director) Mr. Venkata Lakshmi Reddy Sajjala (Non-ExecutiveIndependent Director) and Ms. Tulasi Sajjala (Non-Executive Independent Director). All therecommendations made by the Audit Committee were accepted by the board.
The Vigil Mechanism of the company which also incorporates a whistle blower policy interms of SEBI (LODR) Regulations 2015 includes vigilance and Ethics officer seniorexecutive of the company. Protected disclosures can be made by a whistle blower through ane-mail or dedicated telephone line or a letter to the officer or to the Chairman of theAudit Committee. The Policy on vigil mechanism and whistle blower policy may be accessedon the Company's website at the link: http://www.integratedthermo.com
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014:
i) The percentage increase in remuneration of each Director and Chief Financial Officerduring the financial year 2018-19 and ratio of the remuneration of each Director to themedian remuneration of the employees of the company for the financial year 2018-19 are asunder:
As the Company is not paying any remuneration to the directors/KMP's the mediumremuneration of employees of the company is not relevence for comparision.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the financial yearunder review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of Employee stock option Scheme.
4. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
5. Neither the Whole Time Director nor the Directors of the Company receive anyremuneration or commission from any of its subsidiaries.
6. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors further state that during the financial year under review there were nocases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of section 134(3) (c) of the Companies Act 2013 the Boardof Directors of your Company hereby certifies and confirms that:
a. In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that year;
c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the Assets of the Company and for preventing and detecting fraud and otherirregularities;
d. The Directors have prepared the Annual accounts on a going concern basis; e. TheDirectors in the case of listed company has laid down internal financial control to befollowed by the company and that such internal financial control or adequate and operatingeffectively;
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Directors gratefully acknowledge the support and co-operation extended by all theshareholders customers bankers mutual funds share brokers to your company during theyear and look forward to their continued support.
Your Directors also place on record their appreciation of the dedication and commitmentdisplayed by the employees of the company.